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2035 - Resolution - Cable Television FranchiseRESOLUTION NO. 2035 A RESOLUTION OF THE CITY OF PORT ORCHARD, WASHINGTON, CONSENTING TO THE ASSIGNMENT OF THE CABLE TELEVISION FRANCHISE WITHIN THE CITY OF PORT ORCHARD WHEREAS, pursuant to Ordinance No. 1464, dated December 11, 1989, the City Council granted to Olympic Cablevision, L.P. the authority to install, construct, operate and maintain a cable television communications system within the City (the "Franchise"); and WHEREAS, the Franchise subsequently was assigned by Olympic Cablevision to Falcon Video Communications L.P. d/b/a Charter Communications ("Charter'') with the consent of the City and in accordance with the terms of Resolution No. 1616, dated August 24, 1992; and WHEREAS, Charter has entered into a purchase and sale agreement with WaveDivision Holdings, LLC, a Delaware limited liability company ("Wave Holdings") for the sale of Charter's cable television system serving the City and adjacent areas, pursuant to which (i) the Franchise will be assigned and conveyed from Charter to WaveDivision IV, LLC, a Washington limited liability company ("Wave IV"), which as of the date of such assignment and conveyance will be wholly-owned by Charter, and (ii) immediately following such assignment and conveyance of the Franchise, Charter will sell and convey all of the membership and other ownership interests in Wave IV to Wave Holdings (the "Transaction"); and WHEREAS, as of this date Charter is not in default of any of its obligations under the Franchise; and WHEREAS, Charter and Wave Holdings have provided the City for its review with a completed FCC Form 394 in connection with the Transaction; and WHEREAS, the City has received notice of intent to renew the Franchise pursuant to Section 626 of the Cable Act, 47 U.S.C. §546; and WHEREAS, Charter and Wave Holdings request that the assignment and conveyance of the Franchise from Charter to Wave IV and the sale and conveyance of the membership and other ownership interests in Wave IV to Wave Holdings immediately thereafter, as described above, be approved; and WHEREAS, Wave IV and Wave Holdings have demonstrated the financial, technical and legal qualifications to operate the cable system serving the City and it is in the best interests of the City and its citizens to consent to the foregoing assignment and sale. THE CITY COUNCIL OF THE CITY OF PORT ORCHARD, WASHINGTON, DOES HEREBY RESOLVE AS FOLLOWS: Section 1. The City Council hereby consents to the assignment and conveyance of the Franchise from Charter to Wave IV and the sale and conveyance of the membership and other ownership interests in Wave IV to Wave Holdings immediately thereafter, as described above. Section 2. The City Council hereby consents to and approves Wave IV's grant of a security interest in all of the franchisee's rights, powers and privileges under the Franchise and Wave IV's -~ Resolution No. 2035 Page 2 of2 grant of a security interest in all of its other properties to such lender or lenders as may be designated by Wave IV for financing purposes from time to time, and to Wave Holdings' grant of a security interest in its rights in and to Wave IV to such lender or lenders as may be designated by Wave Holdings for financing purposes from time to time. Section 3. Except as expressly described herein, the assignment and conveyance of the Franchise and the sale and conveyance of the membership and other ownership interests in Wave IV shall not alter, affect or otherwise change any of the terms or conditions of the Franchise. Section 4. The Franchise, Resolution 1616, and this Resolution were and are made, passed or adopted in accordance with all applicable notice and procedure requirements under the laws of the State of Washington, and with all applicable notice and procedure requirements prescribed by the City, and do not conflict with the laws, ordinances, resolutions and other regulations of the City, as presently in effect or as the same were in effect at the time the particular action was taken. Section 5. The City Council affirms that as of this date: (a) The Franchise was duly and validly issued by the City, and upon its assignment and conveyance to Wave IV, the duly authorized franchisee will be Wave IV; and (b) The Franchise has not been amended (other than as reflected in Resolution 1616), is in full force and effect, is valid and enforceable in accordance with its terms, and will not expire until March 9, 2005. (c) No event of default under the Franchise and no event, which could become an event of default with the passage of time or the giving of notice, or both, has occurred and is continuing. Section 6. Subject to the closing of the Transaction, this Resolution shall take effect immediately upon passage by the City and shall remain in effect through the remainder of the franchise term. PASSED by the City Council of the City of Port Orchard, APPROVED by the Mayor and """"'"'""c'""" '""""''"""'''""'"'"""•;2~ Leslie J. Weatherill, Mayor APPROVED AS TO FORM: City Attorney LEGAL DESCRIPTIONS ATTACHMENT "A" Wendell Avenue-A portion of Wendell Avenue as recorded in the Plat of Navy Yard Addition to Sidney, Washington Vol. 1, Page 87, Records of Kitsap County situated in the SE Y. of the SW Y. of Section 30, Township 24N. Range 2E, W.M. described as follows: Beginning at the NW corner of block 7, lot 23, thence S 02* 08' 24" W 210ft. to the SW corner of block 7, lot 17; thence N 87* 51' 36" W 60 feet to the SE corner of block 6, lot 16; thence N 02* 08' 24" E 180 feet to the NE corner of block 6 lot 11; thence S 87* 51' 36" E 30 feet to the right-of-way (r/w) centerline; thence N 02* 08' 24" E 30 feet on the right-of-way; thence S 87* 51' 36" E 30 feet to the point of beginning. (Being an area of 11,700 sq. ft.) Palmer Avenue-A portion of Palmer Avenue as recorded in the Plat of Navy Yard Addition to Sidney, Washington Vol. 1, Page 87, Records of Kitsap County situated in the SE Y. of the SW Y. of Section 30, Township 24N. Range 2E, W .M. described as follows: Beginning at the intersection of the centerline of the vacated portion of the west end of SE Lovell Street and the east boundary of Palmer Avenue, SE thence N 87* 51' 36" 30 feet to the west boundary of Palmer Avenue; thence N 02* 08' 24" E 21 0 feet; thence S 87* 51' 36" E 30 feet, to the NW corner of block 6, lot 22; thence S 02* 08' 24" W 210 feet to the point of beginning. (Being an area of 6,300 sq. ft.)